Sommer & Barnard, PC
                       4000 Bank One Tower
                       111 Monument Circle
                   Indianapolis, Indiana  46204
                      Phone:  (317) 630-4000
                       Fax: (317) 236-9802



                          July 19, 1999



Board of Directors
Saks Incorporated
750 Lakeshore Parkway
Birmingham, Alabama 35211

     RE:  Registration Statement on Form S-8 of Saks Incorporated

Gentlemen:

     We have acted as counsel to Saks Incorporated ("Saks") in
connection with the preparation and filing with the Securities and
Exchange Commission of the Registration Statement on Form S-8 the
"Registration Statement") which covers the registration under the
Securities Act of 1933 of 5,000,000 shares of Saks common stock,
$.10 par value (the "Registered Shares") to be offered orsold
pursuant to the Saks Incoporated 1994 Long-Term Incentive Plan (the
"Plan").

     In that capacity, and for purposes of giving the opinion set
forth in this letter, we have examined and reviewed the
instruments, documents, statements and records of Saks we deemed
relevant and necessary to examine and rely upon for the purpose of
this opinion.

     Based on the foregoing, and such other matters as we deem
appropriate, we hereby advise you that we are of the opinion that,
when issued and delivered by Saks  in accordance with the Plan, the
Registered Shares will be duly authorized, validly issued, fully
paid and non-assessable.

     We hereby consent to the reference to this firm under the
caption "Legal Matters" in the Prospectus forming part of the
Registration Statement and to the inclusion of this opinion as
Exhibit 5.1 to the Registration Statement.

                                   Respectfully,

                                   SOMMER & BARNARD, PC


                                   /s/ Sommer & Barnard, PC


PLM/